APPENDIX - SECTION 13. POWER OF ATTORNEY
13.1 Appointment of General Partner as Attorney for Limited Partners . Each Limited Partner, by becoming a Limited Partner, makes, constitutes and appoints the General Partner its true and lawful attorney-in-fact, in its name, place and stead, with full power to do any of the following:
(a) Execute on its behalf, file and record this Agreement and all amendments to this Agreement made and otherwise approved in accordance with Section 20.1;
(b) Prepare, execute on its behalf, verify, file and record amendments to this Agreement or to the books and records of the Partnership reflecting a change of the name or location of the principal place of business of the Partnership, a change of the name or address of any Limited Partner, the admission of Limited Partners, the disposal by a Limited Partner of its Interest in any manner, a Person becoming or ceasing to be a General Partner, a Person being admitted as an Additional Limited Partner or Substituted Limited Partner of the Partnership, the exercise by any Person of any right or rights hereunder, the correction of typographical or similar errors, any distributions that may constitute a return of capital, and; any amendment and restatement of this Agreement reflecting such amendments;
(c) Prepare, execute and file all amendments to the Certificate that the General Partner may deem advisable in accordance with Section 20.1, including amendments to reflect the changes identified in clause (b) above;
(d) Prepare, execute on its behalf, file and record any other agreements, certificates, instruments and other documents required to continue the Partnership, to admit Additional Limited Partners or Substituted Limited Partners, to dissolve and wind up the Partnership in accordance with Section 18, to comply with applicable law, and to carry out the purposes of clauses (a) and (b) above, to the extent consistent with this Agreement;
(e) Take any further action that the General Partner shall consider advisable in connection with the exercise of the authority granted in this Section 13.1.
13.2 Nature of Special Power. The power of attorney granted under this Section 13 is a special power of attorney coupled with an interest, is irrevocable and may be exercised by the General Partner by listing all of the Partners executing any agreement, certificate, instrument or document with a single signature of such attorney-in-fact acting as attorney-in-fact for all of them. The power of attorney shall survive and not be affected by the Incapacity of a Limited Partner and shall survive and not be affected by the delivery of any assignment by a Limited Partner of the whole or a portion of its Interest, except where the assignment is of the entire Interest of such Limited Partner and the assignee thereof with the consent of the General Partner is admitted as a Substituted Limited Partner; provided, however, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution. This power of attorney does not supersede any part of this Agreement, nor is it to be used to depnve any Limited Partner of its rights hereunder. It is intended only to facilitate the execution of documents and the carrying out of other procedural or ministerial functions.
SECTION 14. BOOKS, RECORDS AND REPORTS
14.1 Books. The General Partner shall maintain books and records required by law for the Partnership at its principal office, and all Limited Partners shall have the right to inspect, examine and copy such books and records at reasonable times and upon reasonable notice for any purpose reasonably related to such Limited Partners' interests in the Partnership. The General Partner shall retain such books and records for a penod of at least four years after dissolution of the Partnership. Upon the request of a Limited Partner, the General Partner shall promptly deliver to the requesting Limited Partner, at the expense of the Partnership, a copy of any information which the General Partner is required by law to so provide.
14.2 Reports. All reports will be prepared in accordance with GAAP.
(a) The General Partner shall use commercially reasonable efforts to furnish to each Limited Partner within seventy-five (75) days after the end of each Fiscal Year, but in no event later than ninety (90) days after the end of each Fiscal Year, a copy of the balance sheet of the Partnership as of the last day of such Fiscal Year and a statement of operations of the Partnership for such Fiscal Year, together with an audit report thereon by a firm of independent public accountants of recognized national standing selected by the General Partner (who shall present such selection to the Advisory Committee subsequently for its ratification), and a statement showing the amounts allocated to or allocated against the account of such Partner pursuant to this Agreement during or in respect of such Fiscal Year, and any items of income, deduction, credit or loss allocated to it for purposes of the Code pursuant to this Agreement. The audited report shall include a certification that all allocations, distributions and contributions were made in accordance with this Agreement. To the extent known by the General Partner and not subject to confidentiality restnctions, the General Partner shall use reasonable best efforts to provide the following information at least quarterly: (l) a schedule of Portfolio Companies, indicating cost and reported value of Portfolio Securities, and (n) a summary description of each Portfolio Company, including, with respect to each Portfolio Company, a description of the Portfolio Company, recent financial performance, recent key events, if any, and the methodology of valuation. The General Partner shall upon the request of any Limited Partner promptly furnish to such Limited Partner any information such Limited Partner may reasonably require in order to withhold tax or to file tax returns and reports or to furnish tax information to any of its constituent owners or beneficiaries. The General Partner shall not change the accounting firm that audits the Partnership's books without the approval of the Advisory Committee.
(b) The General Partner shall use commercially reasonable efforts to furnish to each Limited Partner within forty-five (45) days after the end of the first, second and third quarterly fiscal periods of each Fiscal Year, but in no event later than sixty (60) days after the end of the first, second and third quarterly fiscal periods of each Fiscal Year, an unaudited financial report of the Partnership as of the last day of such fiscal period and unaudited statements of operations and Partners' equity of the Partnership for such fiscal period.
(c) To the extent that the General Partner has access thereto and in recognition of vanous Limited Partner's obligations to comply with certain regulatory requirements, the General Partner will also provide to each Limited Partner, with reasonable promptness, such other data and information concerning the Partnership or Partnership activities in response to a request by applicable governmental or regulatory agency as from time to time may reasonably be requested. If the Partnership is bound by confidentiality obligations with respect to information requested, the General Partner shall not be obligated to provide such information. A Limited Partner shall, at the request of the General Partner, enter into a confidentiality agreement relating to such information.
14.3 Accounting and Tax Decisions. All decisions as to accounting and tax matters shall be made by the General Partner. The General Partner shall use its best efforts not to cause the Partnership to be treated other than as a partnership for United States federal income tax purposes.
14.4 Income Tax Elections.
(a) The General Partner shall have the right to make such elections under the tax laws of the United States, the several states and other relevant jurisdictions (including elections under §266 of the Code and § 24426 of California Revenue and Taxation Code) as to the treatment of items of Partnership income, gain, loss, deduction and credit and as to all other relevant matters as it believes necessary, appropnate and desirable.
(b) In its discretion, the General Partner may make or petition to revoke (as the case may be) the election referred to in Section 754 of the Code. Each Partner agrees in the event of such an election to supply promptly to the Partnership the information necessary to give effect thereto.
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